Common use of Total Project Cost Clause in Contracts

Total Project Cost. The total cost of the Project is $4,451,565.00, of which (i) WCSO shall pay $1,105,600.00 and ECTC shall pay $1,128,000.00 as shown in the Budget (collectively, the “Matching Funds”), and (ii) $2,217,965.00 shall be provided by the Grant. The total estimated cost of the Project is based upon the Budget. WCSO shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) total the Budget increases or decreases by greater than five percent (5%), (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSO’s portion of the Matching funds decreases by greater than five percent (5%). If WCSO proposes an increase or decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants (including, but not limited to, the Matching Funds), WCSO agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO agrees to spend all of the Matching Funds as contemplated in the Grant Application, and agrees that its failure to do so shall be deemed a material breach of this Agreement.”

Total Project Cost. The total cost of the Project is $4,451,565.00910,000.00, of which (i) WCSO Grantee shall pay $1,105,600.00 and ECTC shall pay $1,128,000.00 470,000.00 as shown in the Budget (collectively, the “Matching Funds”), and (ii) $2,217,965.00 440,000.00 shall be provided by the Grant. The total estimated cost of the Project is based upon the Budget. WCSO Grantee shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) total the Budget increases or decreases by greater than five percent (5%), (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSOGrantee’s portion of the Matching funds decreases by greater than five percent (5%). If WCSO Grantee proposes an increase or decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO Grantee of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO Grantee fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants (including, but not limited to, the Matching Funds), WCSO Xxxxxxx agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO Xxxxxxx agrees to spend all of the Matching Funds as contemplated in the Grant Application, and agrees that its failure to do so shall be deemed a material breach of this Agreement.”

Total Project Cost. The total cost of the Project is $4,451,565.0010,025,035.00, of which (i) WCSO shall pay Grantee is paying $1,105,600.00 1,829,520.00 toward the Project, Grantee’s UVS Program (the “UVS Program”) is paying $672,765.00 toward the Project, and ECTC shall pay SKYBORNE Technology (“Skyborne”) is paying $1,128,000.00 as shown in 2,375,000.00 toward the Budget Project (collectively, the “Matching Funds”), and (ii) $2,217,965.00 5,147,750.00 shall be provided by the Grant. The total estimated cost of the Project is based upon the Budget. WCSO To the extent that the actual cost of the Project exceeds $10,025,035.00, Grantee shall be solely responsible for such excess. Grantee shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) total the Budget increases or decreases by greater than five percent (5%), (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSOGrantee’s portion of the Matching funds decreases by greater than five percent (5%). If WCSO Grantee proposes an increase or decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO Grantee of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO Grantee fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants (including, but not limited to, the Matching Funds), WCSO Grantee agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO Grantee agrees to spend all of the Matching Funds as contemplated in the Grant Application, and agrees that its failure to do so shall be deemed a material breach of this Agreement.”

Total Project Cost. The total cost of the Project is $4,451,565.0049,100,000, of which (i) WCSO shall pay $1,105,600.00 and ECTC shall pay $1,128,000.00 as shown a match is being contributed in the Budget (collectively, the “amount of $40,600,000 shall be Matching Funds”), and (ii) $2,217,965.00 8,500,000 shall be provided by the Grant. The total estimated cost of the Project is based upon the Budget. WCSO To the extent that the actual cost of the Project exceeds $49,100,000, Grantee shall be solely responsible for such excess. Grantee shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) the total the Budget increases or decreases by greater than five percent (5%), and/or (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSO’s portion of the Matching funds decreases by greater than five percent (5%). If WCSO Grantee proposes an increase or a decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO Grantee fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants sources (including, but not limited to, the Matching Funds), WCSO Xxxxxxx agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO agrees to spend Grantee shall ensure that the expenditure of all of the Matching Funds is as contemplated in the Grant Application, Budget; and agrees that its failure to do so shall be deemed a material breach of this Agreement.”

Total Project Cost. The total cost of the Project is $4,451,565.0010,316,729, of which (i) WCSO shall pay $1,105,600.00 and ECTC shall pay $1,128,000.00 as shown Grantee is contributing to the Company land in the Budget Park valued at not less than $400,000 (collectivelythe “Land”), (ii) the State of Florida Economic Development Transportation Fund (the “EDTF”) is contributing $1,246,415, (iii) the Company has committed to spending $5,185,586 toward construction of a warehouse (the “Warehouse”) on the Land (items (i), (ii), and (iii) are collectively referred to herein as the “Matching Funds”), and (iiiv) $2,217,965.00 3,484,728 shall be provided by the Grant. The total estimated cost of the Project is based upon the Budget. WCSO To the extent that the actual cost of the Project exceeds $10,316,729, Grantee shall be solely responsible for such excess. Grantee shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) total the Budget increases or decreases by greater than five percent (5%), (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSOGrantee’s portion of the Matching funds decreases by greater than five percent (5%). If WCSO Grantee proposes an increase or decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO Grantee of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO Xxxxxxx fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants (including, but not limited to, the Matching Funds), WCSO Xxxxxxx agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO Xxxxxxx agrees to spend all of the Matching Funds as contemplated in the Grant Application, and agrees that its failure to do so shall be deemed a material breach of this Agreement.”

Total Project Cost. The total cost of the Project is $4,451,565.0010,316,729, of which (i) WCSO shall pay $1,105,600.00 and ECTC shall pay $1,128,000.00 as shown Grantee is contributing to the Company land in the Budget Park valued at not less than $400,000 (collectivelythe “Land”), (ii) the State of Florida Economic Development Transportation Fund (the “EDTF”) is contributing $1,246,415, (iii) the Company has committed to spending $5,185,586 toward construction of a warehouse (the “Warehouse”) on the Land (items (i), (ii), and (iii) are collectively referred to herein as the “Matching Funds”), and (iiiv) $2,217,965.00 3,484,728 shall be provided by the Grant. The total estimated cost of the Project is based upon the Budget. WCSO To the extent that the actual cost of the Project exceeds $10,316,729, Grantee shall be solely responsible for such excess. Grantee shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) total the Budget increases or decreases by greater than five percent (5%), (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSOGrantee’s portion of the Matching funds decreases by greater than five percent (5%). If WCSO Grantee proposes an increase or decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO Grantee of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO Grantee fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants (including, but not limited to, the Matching Funds), WCSO Grantee agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO Grantee agrees to spend all of the Matching Funds as contemplated in the Grant Application, and agrees that its failure to do so shall be deemed a material breach of this Agreement.”

Total Project Cost. The total cost of the Project is $4,451,565.00199,019,000, of which (i) WCSO $64,100,000 shall pay $1,105,600.00 and ECTC shall pay $1,128,000.00 as shown in be provided by the Budget (collectively, Grant on the “Matching Funds”)terms set forth herein, and (ii) $2,217,965.00 134,919,000 shall be provided by Grantee’s cash and other funding commitments as follows (the Grant“Matching Funds”): (a) $38,953,000 has been committed by Grantee from the new local option sales tax revenues (approved in November 2018), TIFF proceeds, and local option gas tax revenues, and (b) $95,966,000 is expected to be committed by FDOT. The total estimated cost of the Project is based upon the budget set forth in Exhibit "B" attached to and incorporated into this Agreement (the "Budget"). WCSO Grantee shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) total the Budget increases or decreases by greater than five percent (5%), (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSOGrantee’s portion of the Matching funds decreases by greater than five percent (5%). If WCSO Grantee proposes an increase or decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO Grantee of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO Grantee fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants (including, but not limited to, the Matching Funds), WCSO Grantee agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO Grantee agrees to spend all of the Matching Funds as contemplated in the Grant Application, and agrees that its failure to do so shall be deemed a material breach of this Agreement.”

Total Project Cost. The total cost of the Project is $4,451,565.004,851,565, of which (i) WCSO shall pay $1,105,600.00 and ECTC shall pay $1,128,000.00 as shown in the Budget 2,433,600 (collectively, the “Matching Funds”), and (ii) $2,217,965.00 2,417,965.00 shall be provided by the Grant. The total estimated cost of the Project is based upon the Budget. WCSO shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) total the Budget increases or decreases by greater than five percent (5%), (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSO’s portion of the Matching funds decreases by greater than five percent (5%). If WCSO proposes an increase or decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants (including, but not limited to, the Matching Funds), WCSO agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO agrees to spend all of the Matching Funds as contemplated in the Grant Application, and agrees that its failure to do so shall be deemed a material breach of this Agreement.”

Total Project Cost. The total cost of the Project is $4,451,565.0031,039,813, of which (A) (i) WCSO shall pay Grantee is contributing $1,105,600.00 5,961,018, (ii) a private donor is contributing $1,000,000, (iii) new external matching grants will be contributing $18,000,000 above and ECTC shall pay $1,128,000.00 as shown beyond the contribution specific in the Budget 5.2(A)(i) (collectively, the “Matching Funds”), and (iiB) $2,217,965.00 shall be 6,078,795 is being provided by the Grant. It is expressly understood and agreed that the term “Matching Funds” as defined herein include but not are limited to all externally funded projects and includes internal funding and donor funding but the word “Match” or “Matching” for purposes of this Agreement is not subject to the definition of “Match” as set forth in OMB 2 CFR 200.306. The total estimated cost of the Project is based upon the Budget. WCSO To the extent that the actual cost of the Project exceeds $6,078,795, Grantee shall be solely responsible for such excess. Grantee shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) the total the Budget increases or decreases by greater than five percent (5%), (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSOGrantee’s portion of the Matching funds Funds decreases by greater than five percent (5%). If WCSO Grantee proposes an increase or decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO Grantee of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO Grantee fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants (including, but not limited to, the Matching Funds), WCSO Grantee agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO Grantee agrees to spend all of the Matching Funds as contemplated in the Grant Application, and agrees that its failure to do so shall be deemed a material breach of this Agreement. Triumph acknowledges that $1,937,000 of the Grantee’s contribution referenced above has been met prior to project approval, that a portion of the Matching Funds includes cost of existing Grantee personnel for years 1 -4 of the Project (as referenced in the Grant Application), and that the $1,000,000 donor contribution has been received prior to project approval. Grantee agrees to document all said amounts to the satisfaction of Triumph.”

Total Project Cost. The total cost of the Project is $4,451,565.008,099,500, of which (i) WCSO shall pay Grantee is contributing $1,105,600.00 and ECTC shall pay $1,128,000.00 4,253,500 toward the Project as shown in the Budget (collectively, the “Matching Funds”), and (ii) $2,217,965.00 3,846,000 shall be provided by the Grant. The total estimated cost of the Project is based upon the Budget. WCSO To the extent that the actual cost of the Project exceeds $8,099,500, Grantee shall be solely responsible for such excess. Grantee shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) total the Budget increases or decreases by greater than five percent (5%), (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSOGrantee’s portion of the Matching funds decreases by greater than five percent (5%). If WCSO Grantee proposes an increase or decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO Grantee of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO Grantee fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants (including, but not limited to, the Matching Funds), WCSO Grantee agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO Grantee agrees to spend all of the Matching Funds as contemplated in the Grant Application, and agrees that its failure to do so shall be deemed a material breach of this Agreement.”

Total Project Cost. The total cost of the Project is $4,451,565.002,284,000, of which (i) WCSO shall pay Grantee is contributing $1,105,600.00 25,000 toward the Project as shown in the Budget and ECTC shall pay the Florida Department of Transportation (“FDOT”) is contributing $1,128,000.00 1,200,000 toward the Project as shown in the Budget (collectively, the “Matching Funds”), and (ii) $2,217,965.00 1,059,000 shall be provided by the Grant. The total estimated cost of the Project is based upon the Budget. WCSO To the extent that the actual cost of the Project exceeds $2,284,000, Grantee shall be solely responsible for such excess. Grantee shall monitor the Budget and submit an amended Budget to Triumph in the event that (a) the total cost of the Project increases or decreases by greater than five percent (5%), (b) total the Budget increases or decreases by greater than five percent (5%), (c) the Budget increases or decreases by greater than five percent (5%) within a particular Budget category, and/or (d) WCSOGrantee’s portion of the Matching funds decreases by greater than five percent (5%). If WCSO Grantee proposes an increase or decrease by greater than five percent (5%) as described above as compared to the most recently approved Budget, such proposal shall be submitted to Triumph in writing along with a proposed amended Budget, and Triumph shall have the right to approve or disapprove both the proposed Budget category increase or decrease and the proposed amended Budget. Triumph shall have fifteen (15) days from the receipt of a proposed amended Budget to notify WCSO Grantee of its approval or disapproval. If Triumph fails to approve or disapprove the proposed Budget category increase or decrease and/or the proposed amended Budget within such fifteen (15) day period, the proposed Budget category increase or decrease and/or the amended Budget, as applicable, shall be deemed approved as submitted. If WCSO Grantee fails to obtain Triumph's approval or deemed approval, that failure shall be sufficient cause for nonpayment by Triumph as provided in Section 4.2(f). Using the Grant, its own funds, and funds from other grants (including, but not limited to, the Matching Funds), WCSO Grantee agrees to bear the entire cost and expense of the Project, including but not limited to, all costs and all expenses in excess of the total estimated cost of the Project, it being expressly understood and agreed that the Grant shall operate only to pay, on and subject to the terms and conditions set forth herein, a portion of the costs and expenses of the Project. Furthermore, WCSO Grantee agrees to spend all of the Matching Funds as contemplated in the Grant Application, and agrees that its failure to do so shall be deemed a material breach of this Agreement.”